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Exhibit 99.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into as
of August 21, 1997 by and between GABLES RESIDENTIAL TRUST, a Maryland real
estate investment trust (the "Company") and each of the persons who are
signatories hereto (each, a "Holder").
WHEREAS, each Holder on this day acquired the number of units (such
Holder's "ACQUIRED UNITS") of limited partnership interest ("Units") in Gables
Realty Limited Partnership, a Delaware limited partnership (the "OPERATING
PARTNERSHIP"), set forth next to such Holder's name on SCHEDULE "A" hereto; and
WHEREAS, under the Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of July 24, 1997 (the
"PARTNERSHIP AGREEMENT"), holders of Units may present such Units to the
Operating Partnership for redemption, and any Units so presented may be acquired
by the Company, at the Company's option, for cash or common shares of beneficial
interest, par value $.01 per share ("COMMON SHARES"), of the Company; and
WHEREAS, the Acquired Units of each Holder were issued this day in
connection with the acquisition by the Operating Partnership of certain property
from Briarcliff North, Ltd., a Georgia limited partnership, and in partial
consideration of the transaction relating to the Units acquired this day by the
Holders, the Company, which owns a majority interest in the Operating
Partnership, has agreed to provide the Holders with registration rights with
respect to Common Shares, subject to the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and agreements set forth herein, and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. CERTAIN DEFINITIONS.
As used in this Agreement, the following capitalized defined terms shall
have the following meanings:
"NASD" shall mean the National Association of Securities Dealers, Inc.
"PERSON" shall mean an individual, partnership, corporation, trust, or
unincorporated organization, or a government or agency or political subdivision
thereof.
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"PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Shares covered by such Registration Statement, and by
all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.
"REGISTRABLE SHARES" shall mean the Shares, excluding (i) Shares for
which a Registration Statement relating to the sale thereof shall have become
effective under the Securities Act and which have been disposed of under such
Registration Statement, (ii) Shares sold pursuant to Rule 144 under the
Securities Act or (iii) Shares eligible for sale pursuant to Rule 144(k) under
the Securities Act. All references in this Agreement to Rule 144 and subsections
thereof shall refer to corresponding provisions of future law.
"REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all SEC, stock exchange or NASD registration and filing fees; (ii) all fees
and expenses incurred in connection with compliance with state securities or
"blue sky" laws (including reasonable fees and disbursements of counsel in
connection with "blue sky" qualification of any of the Registrable Shares and
the preparation of a Blue Sky Memorandum) and compliance with the rules of the
NASD; (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement; (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Shares on any
securities exchange or exchanges pursuant to Section 4 hereof; and (v) the fees
and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audit or "cold
comfort" letters required by or incident to such performance and compliance.
Registration Expenses shall specifically exclude underwriting discounts and
commissions relating to the sale or disposition of Registrable Shares by the
Holder, the fees and disbursements of counsel representing the Holder, and
transfer taxes, if any, relating to the sale or disposition of Registrable
Shares by the Holder, all of which shall be borne by the Holder in all cases.
"REGISTRATION STATEMENT" shall mean any registration statement of the
Company and any other entity required to be a registrant with respect to such
registration statement pursuant to the requirements of the Securities Act which
covers any of the Registrable Shares on an appropriate form, and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all materials incorporated by reference therein.
"SEC" shall mean the Securities and Exchange Commission.
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"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"SHARES" shall mean any Common Shares issued or to be issued to the
Holders by the Company upon acquisition by the Company of any Acquired Units
presented to the Operating Partnership for redemption.
2. REGISTRATION.
(a) FILING OF SHELF REGISTRATION STATEMENT. Subject to the
conditions set forth in this Agreement, at the written request of Holders
holding a majority of the Registrable Shares covered by this Agreement, at any
time after the date hereof the Company shall cause to be filed, as soon as
reasonably practicable after the date of such request, a Registration Statement
under Rule 415 under the Securities Act relating to the sale by all Holders of
all Registrable Shares in accordance with the terms hereof, and shall use
reasonable efforts to cause such Registration Statement to be declared effective
by the SEC. The Company agrees to use reasonable efforts to keep the
Registration Statement continuously effective until the earliest of (a) the date
on which the Holders no longer hold any Registrable Shares or (b) the date on
which all of the Registrable Shares held or subsequently acquired by the Holders
have become eligible for sale pursuant to Rule 144(k) promulgated under the
Securities Act and the Company has delivered to the Holder an opinion of counsel
to such effect (hereinafter referred to as the "SHELF REGISTRATION EXPIRATION
DATE").
(b) DEMAND REGISTRATION. Subject to the conditions set forth in this
Agreement, at any time after the Shelf Registration Expiration Date and while
any Registrable Shares are outstanding, the Company shall, at the written
request of Holders holding a majority of the Registrable Shares covered by this
Agreement, which Holders are unable to sell their Registrable Shares pursuant to
Rule 144(k) under the Securities Act, cause to be filed as soon as practicable
after the date of such request a Registration Statement under Rule 415 under the
Securities Act relating to the sale by such Holders of any or all of the
Registrable Shares held by such Holders in accordance with the terms hereof, and
shall use reasonable efforts to cause such Registration Statement to be declared
effective by the SEC as soon as practicable thereafter. The Company may, in its
sole discretion, elect to file the Registration Statement before receipt of such
notice from Holders. The Company agrees to use reasonable efforts to keep the
Registration Statement continuously effective thereafter until the date on which
such Holders no longer hold any Registrable Shares.
(c) PIGGYBACK REGISTRATION. If at any time after the Shelf
Registration Expiration Date and while any Registrable Shares or Acquired Units
are outstanding (without any obligation to do so) the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
Common Shares solely for cash (other than a registration statement (i) on Form
S-8 or any successor form to such Form or in connection with any employee or
director welfare, benefit
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or compensation plan, (ii) on Form S-4 or any successor form to such Form or in
connection with an exchange offer, (iii) in connection with a rights offering
exclusively to existing holders of Common Shares, (iv) in connection with an
offering solely to employees of the Company or its Subsidiaries, or (v) relating
to a transaction pursuant to Rule 145 of the Securities Act), whether or not for
its own account, the Company shall give prompt written notice of such proposed
filing to the Holders. The notice referred to in the preceding sentence shall
offer each of the Holders the opportunity to register such amount of Registrable
Shares as they may request (a "PIGGYBACK REGISTRATION"). Subject to the
provisions of Section 3 below, the Company shall include in such Piggyback
Registration, in the registration and qualification for sale under the blue sky
or securities laws of the various states and in any underwriting in connection
therewith, all Registrable Shares for which the Company has received a written
request for inclusion therein within fifteen (15) calendar days after the notice
referred to above has been given by the Company to the Holders. Each Holder
shall be permitted to withdraw all or part of his Registrable Shares from a
Piggyback Registration at any time prior to the effective date of such Piggyback
Registration. If a Piggyback Registration is an underwritten primary
registration on behalf of the Company and the managing underwriter advises the
Company that the total number of Common Shares requested to be included in such
registration exceeds the number of Common Shares which can be sold in such
offering, the Company will include in such registration in the following
priority: (i) first, all Common Shares the Company proposes to sell, (ii)
second, the full number of applicable Common Shares requested to be included in
such registration by holders of Common Shares with prior or superior piggyback
registration rights and (iii) third, up to the full number of applicable
Registrable Shares and Common Shares requested to be included in such
registration by the Holders and other holders of Common Shares with piggyback
registration rights of similar priority which, in the opinion of such managing
underwriter, can be sold without adversely affecting the price range or
probability of success of such offering (with the number of such Registrable
Shares and other Common Shares of each Holder and such other holders,
respectively, to be included in the Piggyback Registration to be allocated pro
rata among the Holders and such other holders on the basis of the total number
of shares requested to be included in such registration by such Holder, the
other Holders and such other holders of Registrable Shares).
(d) The Company shall notify each Holder of the effectiveness of the
Registration Statement and shall furnish to each Holder the number of copies of
the Registration Statement (including any amendments, supplements and exhibits),
the Prospectus contained therein (including each preliminary prospectus and all
related amendments and supplements) and any documents incorporated by reference
in the Registration Statement or such other documents as each Holder may
reasonably request in order to facilitate his sale of the Registrable Shares in
the manner described in the Registration Statement.
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(e) The Company shall prepare and file with the SEC from time to
time such amendments and supplements to the Registration Statement and
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all the Registrable Shares
until the earlier of (a) such time as all of the Registrable Shares have been
disposed of in accordance with the intended methods of disposition by the
Holders as set forth in the Registration Statement or (b) the date on which the
Registration Statement ceases to be effective in accordance with the terms of
this Section 2. Upon five (5) business days' notice, the Company shall file any
supplement or post-effective amendment to the Registration Statement with
respect to the plan of distribution or a Holder's ownership interests in
Registrable Shares that is reasonably necessary to permit the sale of the
Holder's Registrable Shares pursuant to the Registration Statements. The Company
shall file any necessary listing applications or amendments to the existing
applications to cause the Shares registered under any Registration Statement to
be then listed or quoted on the primary exchange or quotation system on which
the Common Shares are then listed or quoted.
(f) The Company shall promptly notify the Holders of, and confirm in
writing, any request by the SEC for amendments or supplements to the
Registration Statement or the Prospectus related thereto or for additional
information. In addition, the Company shall promptly notify the Holders of, and
confirm in writing, the filing of the Registration Statement or any Prospectus,
amendment or supplement related thereto or any post-effective amendment to the
Registration Statement and the effectiveness of any post-effective amendment.
(g) At any time when a Prospectus relating to the Registration
Statement is required to be delivered under the Securities Act, the Company
shall immediately notify the Holders of the happening of any event as a result
of which the Prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. In such event, the Company shall promptly prepare and furnish to
each Holder a reasonable number of copies of a supplement to or an amendment of
such Prospectus as may be necessary so that, as thereafter delivered to the
purchasers of Registrable Shares, such Prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading. The Company will, if
necessary, amend the Registration Statement of which such Prospectus is a part
to reflect such amendment or supplement.
3. STATE SECURITIES LAWS. Subject to the conditions set forth in
this Agreement, the Company shall, in connection with the filing of any
Registration Statement hereunder, file such documents as may be necessary to
register or qualify the Registrable Shares under the securities or
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"Blue Sky" laws of such states as a Holder may reasonably request, and the
Company shall use its best efforts to cause such filings to become effective;
PROVIDED, HOWEVER, that the Company shall not be obligated to qualify as a
foreign corporation to do business under the laws of any such state in which it
is not then qualified or to take any action that would subject it to general
jurisdiction in any state where the Company is not now so subject. Once
effective, the Company shall use its best efforts to keep such filings effective
until the earlier of (a) such time as all of the Registrable Shares have been
disposed of in accordance with the intended methods of disposition by such
Holder as set forth in the Registration Statement, (b) in the case of a
particular state, such Holder has notified the Company that he no longer
requires an effective filing in such state in accordance with its original
request for filing or (c) the date on which the Registration Statement ceases to
be effective. The Company shall promptly notify such Holder of, and confirm in
writing, the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Shares for sale under the
securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of
any proceeding for such purpose.
4. EXPENSES. The Company shall bear all Registration Expenses
incurred in connection with the registration of the Registrable Shares pursuant
to this Agreement, except that each Holder shall be responsible for any
brokerage or underwriting commissions and taxes of any kind (including, without
limitation, transfer taxes) with respect to any disposition, sale or transfer of
Registrable Shares sold by him and for any legal, accounting and other expenses
incurred by him.
5. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
each Holder against any and all losses, claims, damages, actions, liabilities,
costs and expenses (including without limitation reasonable fees, expenses and
disbursements of attorneys and other professionals), joint or several, arising
out of or based upon any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating to
action or inaction required of the Company in connection with any Registration
Statement or Prospectus, or upon any untrue or alleged untrue statement of
material fact contained in the Registration Statement or any Prospectus, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, provided, that the
Company shall not be liable to a Holder in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in such Registration
Statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
information regarding a Holder or his plan of distribution or ownership
interests which was furnished to the Company for use in connection with the
Registration Statement or the Prospectus contained therein by the Holder or (ii)
such Holder's failure to send or give a copy of the final prospectus furnished
to it by the Company through no fault of the Company at or prior to the
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time such action is required by the Securities Act to the person claiming an
untrue statement or alleged untrue statement or omission or alleged omission if
such statement or omission was corrected in such final prospectus.
6. COVENANTS OF THE HOLDER. Each Holder hereby agrees (a) to
cooperate with the Company and to furnish to the Company all such information
concerning his plan of distribution and ownership interests with respect to his
Registrable Shares in connection with the preparation of the Registration
Statement and any filings with any state securities commissions as the Company
may reasonably request, (b) to deliver or cause delivery of the Prospectus
contained in the Registration Statement to any purchaser of the shares covered
by the Registration Statement from the Holder and (c) to indemnify the Company,
its officers, directors, employees, agents, representatives and affiliates, and
each person, if any, who controls the Company within the meaning of the
Securities Act, and each other person, if any, subject to liability because of
his connection with the Company, against any and all losses, claims, damages,
actions, liabilities, costs and expenses arising out of or based upon (i) any
untrue statement or alleged untrue statement of material fact contained in
either a Registration Statement or the Prospectus contained therein, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, if and to the extent
that such statement or omission occurs from reliance upon and in conformity with
written information regarding such Holder, his plan of distribution or ownership
interests, which was furnished to the Company by such Holder expressly for use
therein unless such statement or omission was corrected in writing to the
Company not less than two (2) business days prior to the date of the final
prospectus (as supplemented or amended, as the case may be) or (ii) the failure
by such Holder to deliver or cause to be delivered the Prospectus contained in
the Registration Statement (as amended or supplemented, if applicable) furnished
by the Company to such Holder to any purchaser of the shares covered by the
Registration Statement from such Holder through no fault of the Company.
7. SUSPENSION OF REGISTRATION REQUIREMENT.
(a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose. The Company shall use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment.
(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use its best efforts
to cause the Registration Statement and any filings with any state securities
commission to become effective or to amend or supplement the
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Registration Statement shall be suspended in the event and during such period as
unforeseen circumstances exist (including without limitation (i) an underwritten
primary offering by the Company if the Company is advised by the underwriters
that sale of Registrable Shares under the Registration Statement would have a
material adverse effect on the primary offering or (ii) pending negotiations
relating to, or consummation of, a transaction or the occurrence of an event
that would require additional disclosure of material information by the Company
in the Registration Statement or such filing, as to which the Company has a BONA
FIDE business purpose for preserving confidentiality or which renders the
Company unable to comply with SEC requirements) (such unforeseen circumstances
being hereinafter referred to as a "SUSPENSION EVENT") that would make it
impractical or inadvisable to cause the Registration Statement or such filings
to become effective or to amend or supplement the Registration Statement, but
such suspension shall continue only for so long as such event or its effect is
continuing but in no event will that suspension exceed 90 days. The Company
shall notify each Holder of the existence and, in the case of circumstances
referred to in clause (i) of this Section 7(b), nature of any Suspension Event.
(c) Each Holder agrees, if requested by the Company in the case of a
Company-initiated nonunderwritten offering or if requested by the managing
underwriter or underwriters in a Company- initiated underwritten offering, not
to effect any public sale or distribution of any of the securities of the
Company of any class included in such Registration Statement, including a sale
pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of
such Company-initiated registration), during the 15-day period prior to, and
during the 60-day period beginning on, the date of effectiveness of each
Company-initiated offering made pursuant to such Registration Statement, to the
extent timely notified in writing by the Company or the managing underwriters;
PROVIDED, HOWEVER, that such 60-day period shall be extended by the number of
days from and including the date of the giving of any notice pursuant to Section
2(f) or (g) hereof to and including the date when each Contributor of
Registrable Shares covered by such Registration Statement shall have received
the copies of the supplemented or amended Prospectus contemplated by Section
2(g) hereof.
8. BLACK-OUT PERIOD. Following the effectiveness of any
Registration Statement and the filings with any state securities commissions,
each Holder agrees that he will not effect any sales of the Registrable Shares
pursuant to the Registration Statement or any such filings at any time after he
has received notice from the Company to suspend sales as a result of the
occurrence or existence of any Suspension Event or so that the Company may
correct or update the Registration Statement or such filing. Each Holder may
recommence effecting sales of the Shares pursuant to the Registration Statement
or such filings following further notice to such effect from the Company, which
notice shall be given by the Company not later than five (5) days after the
conclusion of any such Suspension Event.
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9. ADDITIONAL SHARES. The Company, at its option, may register,
under any registration statement and any filings with any state securities
commissions filed pursuant to this Agreement, any number of unissued Common
Shares of the Company or any Common Shares of the Company owned by any other
shareholder or shareholders of the Company.
10. CONTRIBUTION. If the indemnification provided for in Sections 5
and 6 is unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Holder, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the Company
or by the Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
PROVIDED, HOWEVER, that in no event shall the obligation of any indemnifying
party to contribute under this Section 10 exceed the amount that such
indemnifying party would have been obligated to pay by way of indemnification if
the indemnification provided for under Sections 5 or 6 hereof had been available
under the circumstances.
The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 10 were determined by PRO
RATA allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph.
Notwithstanding the provisions of this Section 10, no Holder shall be
required to contribute any amount in excess of the amount by which the gross
proceeds from the sale of shares exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission. No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any indemnifying party who was not guilty
of such fraudulent misrepresentation.
11. NO OTHER OBLIGATION TO REGISTER. Except as otherwise expressly
provided in this Agreement, the Company shall have no obligation to any Holder
to register the Registrable Shares under the Securities Act.
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12. AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, modified, or supplemented or waived without the prior written
consent of (a) the Company and (b) Holders who, at the time of such amendment,
own a majority of the Registrable shares then covered by this Agreement.
Notwithstanding the foregoing, the Company may amend SCHEDULE "A" without the
consent of Holders to reflect (i) a transfer of Units or Common Shares to a
substitute or additional Holder in accordance with the terms hereof; or (ii) a
reduction in the number of Registrable Shares then held by the Holders.
13. NOTICES. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the respective parties at
the following addresses (or at such other address for any party as shall be
specified by like notice, provided that notices of a change of address shall be
effective only upon receipt thereof), and further provided that in case of
directions to amend the Registration Statement pursuant to Section 2(e) or
Section 6, the Holder must confirm such notice in writing by overnight express
delivery with confirmation of receipt:
If to the Company: Gables Residential Trust
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
with a copy to: Xxxxxxx, Procter & Xxxx
Exchange Place
Boston, MA 02109
Attn: Xxxxxxx X. Xxxxx, P.C.
Telecopy: (000) 000-0000
If to the Holder: At the address set forth in SCHEDULE "A".
In addition to the manner of notice permitted above, notices given by
the Company pursuant to Sections 2, 7 and 8 hereof may be effected
telephonically and confirmed in writing thereafter in the manner described
above.
14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and their
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respective successors and assigns. This Agreement may not be assigned by a
Holder and any attempted assignment hereof by a Holder will be void and of no
effect and shall terminate all obligations of the Company hereunder; PROVIDED
THAT a Holder may assign his rights hereunder in connection with any of the
following types of dispositions of Acquired Units or of Common Shares issued by
the Company in consideration of Acquired Units:
(i) a disposition to the Holder's spouse, siblings, parents
or any natural or adopted children or other descendants or to any
personal trust in which any such family member or the Holder retains the
entire beneficial interest;
(ii) a disposition by the Holder upon his death to his
estate, executor, administrator or personal representative or to the
Holder's beneficiaries pursuant to a devise or bequest or by laws of
descent and distribution;
(iii) a disposition by the Holder as a gift or other transfer
without consideration; and
(vi) a disposition by the Holder pursuant to a pledge, grant
of security interest or other encumbrance effected in a bona fide
transaction with an unrelated and unaffiliated pledgee;
PROVIDED, FURTHER, however, that any such assignment shall be effective only if,
and only so long as, (a) with respect to any assignment by Briarcliff North Ltd.
(if such entity is a Holder), the assignee of Acquired Units or Common Shares in
such disposition is an accredited investor under Regulation D of the Securities
Act and (b) in all cases, acknowledges such in writing to the Company and the
disposition of Acquired Units or Common Shares to such assignee does not
otherwise cause the Company or the Operating Partnership to be in violation of
applicable federal or state securities laws.
In the event a Holder assigns his rights hereunder, the Shares or Units
shall remain subject to this Agreement and, as a condition of the validity of
such assignment, the transferee shall be required to execute and deliver a
counterpart of this Agreement (except that a pledgee shall not be required to
execute and deliver a counterpart of this Agreement until it forecloses upon
such Shares or Units). Thereafter, such transferee shall be deemed to be a
Holder for purposes of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
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16. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Maryland applicable to contracts
made and to be performed wholly within said State.
17. SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
18. ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
GABLES RESIDENTIAL TRUST
By: /s/ C. Xxxxxx Xxxxx
------------------------------------
C. Xxxxxx Xxxxx
Senior Vice President
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REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGE
HOLDER
[See attached Schedule "A"]
Print Name:
Address for Notice:
------------------
Copy to:
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SCHEDULE "A"
Holders and Acquired Units
as of August 21, 1997
Holder Address for Notice Number of
------ ------------------ ---------
Acquired Units
--------------
Xxxxxxx Management Corporation 0000 Xxxxxxxxx Xxxx 0,000
Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx, Xx. 0000 Xxxxxxxxx Xxxx 00,000
Xxxxx 000
Xxxxxxx, XX 00000
The Bristol Company 000 Xxxxxxxxx Xxxxxx, X.X. 2,371
Xxxxx 0000
Xxxxxxx, XX 00000
Xxxx X. Xxxxxx 000 Xxxxxx Xxxxxx 00,000
Xxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxxxxx Xxxx 0,000
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